A Very Special Shell
by Ulquiorra9000
Summary: Clara Oswald finally gets her dream vacation at the Bahamas, away from all the time/space adventures. But when a child's disembodies voice calls to her across the idyllic beach, she and the Doctor are drawn into a kidnapping scheme with universe-shaking implications.
1. Chapter 1

**A Very Special Shell**

by Ulquiorra9000

 **Chapter 1**

"... someone. P-please... help me... can anyone hear me?"

Clara froze as she sipped her margerita on the Bahamas beach, her eyes suddenly alert behind her plastic-frame shades. She set down the glass on the small table beside her lounge chair and glanced around. "Huh?"

She only saw happy beach-goers, families and groups of friends on vacation, laughing and playing volleyball and kids splashing in the shallow water. Warm sunlight bathed the scene in gold light as white clouds drifted overhead.

Who needed help _here_?

"... please. Can anyone hear me? I need... help..."

Clara got a funny feeling in her stomach, and she found herself getting to her feet, her toes digging into the warm sand. "Hello?" she called out. Nearby, a well-built young man smiled and waved back, but _he_ clearly didn't need help.

"Uh... hi," Clara said awkwardly as she waved back. Then she whirled around on the spot, eyes sweeping the idyllic beach for the troubled person. That voice... was it a _child_ 's voice? Maybe a disembodied voice?

Couldn't she just have _one_ sane vacation?!

The voice went quiet, but Clara's ears were still on alert. She stomped across the beach to where an older man relaxed on a lounge chair under a tarp, his nose buried in a 51st century textbook on astrophysics.

The Doctor's idea of "light reading".

"Doctor." Clara towered over the Time Lord, arms folded over her red one-piece bathing suit, her sunglasses perched on top of her head.

The Doctor reluctantly lowered his book, his face in a bothered scowl. "Now, Clara, I thought you wanted 'time away from it all'. That's what I would like, as well. Just me, and the works of Dr..." He checked the book's cover. "Oh, I can't even pronounce that."

Clara winced. "Sorry to interrupt." Then something occured to her. "Hey, that book's way out of place here! Won't someone find it odd to find a _book from the future_ here in summer 2016?"

The Doctor shrugged. "I can really blend into a crowd if I wish. No one will be bothered to see my extra-temporal reading material."

"Sure, sure." Then Clara pursed her lips. "Look, I heard... uh..."

The Doctor's impatient eyes bored into his companion.

"...a voice," Clara finished. "But I can't see who's saying it. No one's in trouble, and the life guards aren't doing anything. It was a... child's voice, I think."

The Doctor's eyes took on a concerned edge. "A disembodied voice? You're sure of that, Clara?"

Clara swallowed. "I'm not certain where it came from. That's all I can say."

"Oh, mercy me." The Doctor stood and gently set aside his book. He didn't _look_ very Time Lord-ish in shorts, a Hawaiian shirt, and leather sandals, but the time-weary, cunning look on his face was unmistakable. A breeze toyed with his graying hair. "Lead the way, Clara."

Clara started. "Lead the way? But I can't tell where it's coming fr-"

"... someone help me! Please? Won't anyone help me?"

Clara felt a chill. "I just heard it again!" she hissed.

The Doctor smoothed his shirt and reached into his left pocket. Clara knew what was in there.

"You're not going to wave around the sonic screwdriver at a place like _this_ , are you?" Clara muttered as the voice once again begged for help.

"What, wave it around like a magical fairy? Please, I'm more subtle than that. Usually. Sometimes. Well..." All the same, the Doctor's arm tensed, and Clara heard the muffled buzz of its scanner from the pocket.

The Doctor sniffed the air and looked this way and that. "Hmmmmm... how about that."

Clara tensed. "How about _what_?"

"Hush." The Doctor did a slow 360, his screwdriver scanning the whole time. Then he faced Clara again and pointed past her on her right. He squinted in the sun. "That way. I'd say about twenty-five meters, give or take a bit. Subtly, now."

Clara swallowed and strode across the beach with the Doctor right behind her, praying that no one could see her tension. With luck, others would simply think she was here with her wacky old uncle, nothing to worry about...

"... won't anyone help me? Please, anyone!"

Clara muttered over her shoulder, "Please tell me you heard that?"

"Nothing," the Doctor murmured back. "Keep going."

Clara kept walking, her bare feet kicking up sand. She nervously smiled back at a few beach hunks who waved or smiled. Ordinarily, she'd be a bit flattered. But once disembodied voices entered the picture, she was back in adventurer mode.

A tiny part of her seemed to positively _crave_ the adventure, though.

"... can anyone help me? Please? I need... help!"

Now the voice was very close, and still, no one seemed to hear it, even the Doctor. It was like an invisible 5-year-old, probably a boy, stood a few feet away, begging for help.

Then Clara saw it: a gorgeous conch shell, the biggest shell in sight, and the voice came from its general area.

...What?

"That shell!" Clara jogged over asnd crouched by the conch shell. Sure enough, once the young boy's voice piped up again, it came from the shell's inside. "It's one thing to hear the ocean in a seashell..." Clara noted dryly.

"What is it? Is it the conch shell?" the Doctor asked tensely. His Hawaiian shirt flapped in the breeze.

"Yeah." Clara tentatively reached for it. Then she realized that earlier, she had found and held this shell in her hands, admiring its natural beauty. Then she had tossed it here and moved on.

If it didn't hurt her the first time...

Clara held her breath and quickly snatched up the shell.

"... lady. You came back for me! Please... help!"

Clara gasped. "It remembers me! Quick, scan it!" She handed it to the Doctor.

Looking flabbergasted, the Doctor held the shell to his chest, turned away from the other beach-goers, and gave it a scan from his screwdriver.

Clara nervously clasped her hands under her chin. "It's not... hurt, is it?"

"Frightened. Lost," the Doctor explained, once he got a look at the screwdriver's readings. He handed the shell back. "There's definitely a conscious mind in that shell."

Clara held the shell in awe in her hands. "A mind? What, of the crab or whatever that lived inside?"

The Doctor scoffed. "When have you ever seen a talking crab, Clara?"

Clara scowled. "We've both seen weirder things! Even Danny has seen a few!"

Like that blasted robot that had snuck into her high school's campus!

The Doctor humphed, then checked his screwdriver's readings again. "No arthropod has thoughts like these. This..." His eyes widened in shock. "This shell has a human mind in it! Or one similar to it! It's a little hazy..."

Clara nearly dropped it. _"What?!"_

"There's a protective field imbued in the shell," the Doctor said in a rush. "I can do little more than identify the mind's general nature. A young child, yes, a boy... displaced through space and time. There's residue of the vortex. But I can't pinpoint its origins, or genetic line. I believe that the field is censoring that information."

Something popped into Clara's mind. "Like someone wants to keep this child anonymous. For his protection, or ours?"

"An excellent question," the Doctor said. "You can hear him, can't you? It's a long shot, but I don't suppose you could interview him?"

Clara glanced over her shoulder again; no one would hear her. Feeling both nervous and silly, Clara held the shell to her lips like a microphone. "It's me. I won't hurt you, okay?"

"... lady! Please do something, anything! I need your help!"

"What's your name? My name is Clara Oswald."

"... help me, please!"

Clara raised her voice slightly. "Can you tell me your name? Don't be shy."

"... can you help me? Please, lady?"

"Wait a minute," the Doctor said. He leaned over and swept the shell with his eyes. "This pattern... no sea creature in this part of the world... or _anywhere_ on Earth, has this pattern or particular formation of ridges. Someone planted it here, hoping that no one would know the difference."

Clara _definitely_ heard self-satisfaction in the Doctor's tone.

She gently ran a finger along the shell's surface. "Why are you here? Are you hiding from someone? The Doctor and I will protect you. But you have to tell us about yourself, okay?"

The shell fell silent.

The Doctor gave Clara an impatient look. "Anything new?"

"N... no." Clara felt a new drop of sweat roll down her forehead. "It won't talk anymore."

Then the shell twitched in her hands.

"Hide!" the boy's voice shouted.

*o*o*o*o*

 _Fifteen minutes earlier..._

"We command you to stop at once!"

The woman piloting the Starscreamer Mark VII freighter snarled at the comm screen as she roared past a gas giant's crater-spotted moon. "I told you bastards to screw off!" Her hands were sweating in her flight gloves, her lips dry from panting in fear. But she didn't dare show it on her face.

Bright blue laser bolts flickered around the freighter, each intending to shoot it down. The woman snarled again and tugged hard on her joysticks, and she felt the gees kick in as the freighter served away at an odd angle. Warning lights popped up on the dashboard.

"I do not recommend this level of strain on the Mark VII," said "Bilbo" the robot, named after some ancient book character. Bilbo's copper plating creaked as he pointed a warning finger at the pilot. "This is reckless."

The woman sighed. "Bilbo, you know I love you, but right now, I need you to _shut up_!"

More blue lasers stuttered in the star-filled space in her viewscreen as the pilot forced her Starscreamer along a course to shake off the County of Red Wine's police ships. The stupid Count, trying so hard to undo her great work! What the hell did _he_ know about raising a child? Nothing! Not even the Countess could appreciate what she -

"NO!"

The pilot shrieked as a few lasers struck home. She gasped as the Starscreamer's engines went dead, and the freighter became unresponsive as further lasers wrecked her navigation systems. Finally, an intertia-dampening energy net snared the Starscreamer freighter's hull, and with a defeated hum, the ship drifted to a halt. The gas giant's moons watched from nearby, hanging silently in space.

"This seems rather bad," Bilbo commented. He couldn't make facial expressions, but his tone certainly made up for it.

The woman unstrapped herself from the pilot's seat. "We're gonna get boarded any second now by the Count's police goons. You know that leaves us two options, what with our ship dead in space."

Bilbo groaned. "I hate it when you say that."

The pilot prepared her laser rifle. "And I hate it when I'm forced to say it."

As expected, the Starscreamer Mark VII shuddered when the Count's police officers latched on a boarding module, and the pilot tensed as she heard heavy, booted footsteps echo through its halls.

The door to the spacious cockpit blew open.

The pilot roared, and Bilbo cowered, as she opened fire. Sizzling red laser beams arced through the air, but they only bounced off the reflective surfaces of the four officers' riot shields. The pilot didn't care. She kept shooting.

Until, that is, one officer reached out from behind his shield and fired a stunner.

A white energy net swallowed up the pilot and administered a shock that sent her rifle tumbling out of her slack grip. She collapsed against the dashboard, her clothes smoking. Only the dashboard kept her propped up.

One officer took up his position by Bilbo while the other three surrounded the pilot. "Charlotte Garuda," one of them said. "Master thief, and thorn in Count Xendair's side. I can't even say how happy this makes me."

Charlotte snorted. "Didn't think you meatheads were capable of processing emotion."

"Enough games," another officer snapped. "Hand over the child's shell. Now." He held out a gloved hand.

Charlotte wanted to spit in the man's face, but her face was too slack. "Sorry. I've got other ideas. Bilbo!"

Faster than anyone expected, Bilbo tossed over Charlotte's (stolen) vortex manipulator. It was low on power... but it could serve one function.

"What the -" an officer blurted as Charlotte fired up the manipulator.

Charlotte didn't have time to check the device's time or space setting. She barely had the milliseconds needed in order to draw the conch shell from her vest pocket, sync it with the manipulator, and press the button. In a flash of bluish-white light, the shell vanished.

Depleted of power, the useless manipulator clanked on the metal grate floor.

"You'll never get it," Charlotte said smugly as the officers cuffed her and Bilbo.

"The Count will see to that," the first officer said flatly.

"You underestimate me," Charlotte panted as she was escorted away with Bilbo behind her. "The Count doesn't understand a mother's love. My child is safe at last."


	2. Chapter 2

**A Very Special Shell**

by Ulquiorra9000

 **Chapter 2**

Clara yelped and nearly dropped the talking conch shell. She fumbled with it and gripped it tightly while panting from adrenalin and fear. She whipped her head side to side, scanning the beach for any... aliens? Robots? Time distortion fields? Just what was coming?

But she only saw the same happy beach-goers, and heard their combined voices and the caw of seagulls and the crashing of waves.

The Doctor tensed. "Clara? What is it?"

"I-it said we've gotta run and hide," Clara breathed. She invented the "run" part, but it seemed implied. Not many hiding spots here unless she got a shovel to dig a hole.

"Just a moment." The Doctor sniffed the air again, his screwdriver buzzing in his pocket. "Hmmmmm. No particular readings. I suppose we'll have to rely on gut instincts for our next move."

Clara gently shook the conch shell, as though to prompt an explanation for all this. But the shell had, once again, fallen silent.

And Clara's heart was still racing.

"We've gotta get out of here," she finally said.

Without waiting for a response, she stalked across the beach, briskly but not suspiciously fast (though she wanted to sprint). She heard the Doctor's footsteps behind her, but somehow, she didn't want to turn and look at him. What if something, or someone, blocked her path when she walked away? She quickly retrieved and put on her own sandals, then resumed her slow escape from the beach.

"Hey, lady!" a young girl called cheerily, waving with her friends. "D'you wanna build a sand castle with us? We've got buckets!"

Clara forced a smile. "Sorry, kids, but I have to, uh... meet someone."

The opposite of the reality, actually.

"Doctor, do you suppose someone will intercept us at the TARDIS?" Clara asked under her breath as she and the Doctor trekked across the grass beyond the beach, close to the beach town's roads. Cars rolled on by, and a large bus rumbled through the traffic.

"Possible, yes," the Doctor said briskly. "It's a standout, and even with its hiding spot, someone determined to find us will find it strategically important. A talking shell... it's dangerous to presume too much right now."

"So the TARDIS _might_ be safe?"

"What I recommend," the Doctor said, "is that we find somewhere innocuous with media support."

"Like what?"

The Doctor pointed as they navigated a crosswalk. "That will do."

A bar?

Tourists and locals alike chatted over cold beers and margeritas in the well-lit bar, and a few cigars choked the air with curling smoke as pop rock played on wall-mounted speakers.

"Not my kind of place," Clara muttered.

"Just a moment." The Doctor's eyes locked on the nearest TV, which covered local news. Nothing important; just coverage of a shut-down lane on a nearby road. Another TV was on, but it only showed a baseball game.

The Doctor rubbed his hands together. "Well then, the old-fashioned way." He cleared his throat and approached the bar. "G'day, fellow," he said with a pretty bad cheery voice. "Anything... fun, or exciting going on around here?"

The bartender, a beefy black man with a sleeveless shirt and a beaded necklace, smiled and shook his head. "You gotta be more specific, sir," he said. "If you're lookin' for a good beach party this evening, I know a few spots, but anyone could tell you that." He patted his finger on a beer tap. "Anyway, what can I get ya?"

"I don't think that's going to work," Clara advised the Doctor, gently drawing him away from the bar. She glanced down at the shell in her hands. "Look, maybe we could find a secluded spot and do a wide-range scan, or something like that?"

The Doctor made a small grin. "Good to know some of my habits have rubbed off on you. Has the shell said anything new?"

Clara shook her head. "Still quiet. And I wonder... after I touched it the first time, why did it wait to call out to me? Must have been half an hour."

The Doctor shrugged his shoulders half an inch. "Perhaps space-time jet lag, or it had to save up energy to call out to you. Or perhaps it needed time to process our language after you touched it."

"Maybe." Clara tapped the shell with a fingernail. Just what had this thing been through?

The Doctor perked up and glanced at the door. "Too late."

"Huh?" Clara looked over, too.

Three men in black police uniforms wrenched open the door and stalked in, pushing aside anyone in their way.

The Doctor patted Clara's upper arm. "Quickly, now."

Clara needed no encouragement. Keeping the shell close to her chest, she followed him through the bar's crowd and into the backrooms, and with a buzz of the sonic screwdriver, the Doctor shut off the emergency exit's alarm, shoved the door open, and led Clara into the back alley. He shut the door again and gave it another zap.

"What did you do?" Clara asked.

"Locked the door tight," the Doctor said. "Simple electronic locking system. Now, we ought to work our way to the TARDIS's hiding spot and check for any other agents in the area."

"Agents?"

"Whoever they were," the Doctor said, jerking his head toward the door to indicate the officers inside. "Uniforms didn't match any law enforcement agency or army in the entire Caribbean. They work for someone or something else, and with luck, we'll give them the slip. Come on."

"Little shell, what is going on?" Clara implored the shell, but it was still silent as Clara followed the Doctor through the town's winding alleys and roads, staying in shade whenever possible.

If only she hadn't touched it the first time!

The minutes crept by as the Doctor escorted Clara closer to a grove of fruit trees where the TARDIS stood, hidden by the greenery. And as he had thought, more odd police officers were roaming the streets, checking everywhere.

"All right, nearly there," the Doctor muttered, checking from behind a white brick wall. "On my signal, Clara. One, two -"

"Stop right there."

Clara yelped again as she felt a pistol's sun-warmed muzzle poke into her upper back. Three officers surrounded her and the Doctor, faces stern under their hats' bills.

"Officers. What can I do for you?" the Doctor said evenly.

One man nodded at the conch shell in Clara's hands. "That's stolen property you're holdin', missy. A serious crime. And _you_ , sir, are an accessory. Can't forgive that."

"On the orders of Count Xendair of the Red Wine County, we're taking you both in," a second officer, a lean-faced fellow, said. "Don't even think of resisting. It'll end... badly."

"D-Doctor," Clara breathed, "what should we do? Try and talk our way out of this?"

"I heard that," the first officer said. His pistol, aimed right at the Doctor's chest, didn't move an inch. "You're coming with us. I won't say it again."

Clara's throat felt tight, and she felt her palms sweating. She positively _hated_ being held at gunpoint, or bow and arrow point, or anything else-point. Who _were_ these guys? They looked ordinarily human, dressed in black uniform polos, slacks, and combat boots, plus their hats. But their hats didn't have an logo or police or army acronym.

It hit her. These guys were only _disguised_ as officers, and hoped that the locals would be too frightened to look too closely.

"Where's this County you speak of?" the Doctor said kindly. "It sounds wonderful. Red Wine? I do love a good dry red wine with seafood, whether or not that's the usual combination for such a thing -"

"You'd be lucky to drink any of the Count's wine," the second officer scoffed. "Now, quit stalling. Hold out your hands so we can cuff 'em!"

Clara just now noticed that the Doctor's hands had been in his shorts pockets the whole time.

 _Oh!_

"Hands, fingers, arms..." the Doctor mused. "Speaking of arms, you fellows are pretty well armed. Scarily so."

"Handguns are all we need against you lot," the third officer retorted.

"They're more than that," the Doctor argued. "The disguise is good, but I can smell the advanced tech in them. I'd say... 42nd century anti-personnel phase pistols? 40 kilowatt range?"

The first officer blinked. "What's this nonsense you're babbling?" But his tone wasn't convincing.

"I'm not much good against 20th century armament like a 911 Colt," the Doctor said, "but advanced tech trades off fancy capabilities for vulnerability to a little _tweaking_."

His left arm tensed.

He drew his sonic screwdriver, and before anyone could open fire, he pressed its button. The green light glowed, and the officers cried out as the pistols spat sparks and smoke. What was more, the shorted-out pistols sent out little tendrils of blue lightning from the feedback, and the officers reeled, crying out in pain.

"That should give me a good 30 seconds," the Doctor said. He raised his voice. " _Run, Clara!"_

The Doctor gently shoved aside one stunned officer, and at once, Clara sprinted after him, making a dead run for the fruit grove. She heard the officers shouting in anger, and the clicking sound of their useless trigger pulls.

The Doctor shoved open the TARDIS's door and shut it tight once Clara joined him in the console room. "Still got the shell, I presume?" the Doctor said breathlessly as he trotted toward the wardrobe room. Around him, the room's many light blinked, and the TARDIS's engines hummed faintly.

"Here." Clara followed the Doctor to get changed (in a separate changing room), and along the way, she held out the shell. "Little shell, can you still hear me? We're in the TARDIS. That means we're safe in here. Can you tell me who those men were?"

The shell twitched again.

"Doctor!" Clara blurted. "Hold on!"

"... they found you... have to run," came the little boy's voice. "... they're watching! Always watching!"

Clara repeated the words.

The Doctor tore off his Hawaiian shirt and kicked off his leather sandals. "I have a few anti-scan fields that I can switch on," he said. "Those officers are _not_ getting in here. And in case they have 42nd century tech set up in the town to search for us, which I'm sure is the case, I will take care of that, too."

Clara snatched up her clothes: white blouse, dark blue jacket, knee-length black skirt, leggings, and high-heeled boots, and impatiently got changed in a side room. "Something doesn't' add up," she called out through the doorway. "What could a Count want with a seashell, even if it can talk?"

"Clearly, this is a case of more than meets the eye. My favorite kind of case, if I'm completely frank," the Doctor called back.

Just _perfect_.

Clara, now dressed again, tossed her hair and joined the Doctor at the TARDIS console. The Time Lord was back in his usual black button-up white shirt, black coat with red interior lining, and black pants and shiny dress shoes. And his fingers flew across the console, moving a lever here, flipping two switches to the left, and typing a secure code into a keyboard. A few different screens changed their colors as numbers scrolled along their surfaces.

The console room's lights dimmed for a moment, then brightened again.

"Had to divert energy to the various projected fields," the Doctor explained. "Okay. I've got a good grip on what 42nd century human tech can do, and what it can't. Unless those County men have _very_ good equipment, they won't detect a thing."

Clara raised her eyebrows. "Unless?"

"No equipment that those men could have brought with them and set up to scan for us around the town could penetrate these cloaking fields," the Doctor said, waving an impatient hand as he fine-tuned the controls. "Imagine police scanners, but bigger and, well, 42nd century-ish. No good against my TARDIS. Now, where should we go? The shell's original time and space?"

"Wherever that is." Clara held the shell to her mouth. "Little shell, we can take you wherever and whenever you like. Please, tell me about your home, and I can take you there. Okay? You can trust us."

The shell twitched.

"... home... I remember..."

Clara beamed. "That's good! Go ahead, please tell me where it is. The Doctor knows all kinds of places. He'll find it for you."

"... so many homes. The shore, my mo-mother's house... box... dark... glass box... new mother's... hands... the starship..."

Clara stared. "Um..."

The Doctor glanced over his shoulder. "What did it say, Clara?"

"Too much, actually. It seems to remember a lot of things," Clara said uncertainly. "A shore, a house, two boxes, hands, and a starship."

The Doctor sighed. "I was never one for abstract poetry."

"Well, neither am I!" Clara snapped. Then she calmed herself. "Shell, can you name a place? A street, a country, a planet? Or a year?"

"... they're coming!" the shell screeched.

This time, Clara dropped the shell in alarm. "Someone's after us!" she cried, her voice higher than she expected.

The Doctor muttered something to himself and adjusted another lever. "I'm taking off. Once I leave Earth's orbit, I should find a good space lane," he said. "Hang onto something, Clara."

Clara scooped up the shell in one hand and hung onto a rail with the other as the TARDIS shot upwards, its engine roaring at full blast. Guages and meters went wild as the vehicle soared upwards. 3,000 feet, 5,000, 12,000... even further...

The TARDIS rocked as though hit by a train.

"Doctor!" Clara yelped.

"We got shot!" the Doctor said incredulously. "Impossible. Not here, not now!" He frantically typed something into a keyboard, then turned a monitor on its supports to face Clara. It was a live feed from an external camera. "Attack ships, firing ion shots!"

On the screen, three starships, shaped much like fighter jets, pursued the TARDIS, laser cannons clearly visible under their wings. The guns were still smoking from the ion shots.

Then, the lead ship fired a wide energy net that snared the entire TARDIS. The time machine groaned as though exhausted, then froze in place in the stratosphere. It didn't even fall.

"An intertia-dampening net," the Doctor realized. "No ordinary tech. This County of Red Wine has some serious stuff. Those fighters even got past my protective fields. The very apex of the 42nd century's technology, I'll wager." His eyes were locked on the screen as he spoke, his jaw a little slack from shock.

"This shell predicted all this," Clara noted, her voice shaking. "How did it know? Why does this Count Xendair want it so badly?"

"I suppose we'll be able to ask him ourselves," the Doctor said grimly as the three County space fighters hovered around the TARDIS, suspended by jets of blue energy from their engines.

"What are they doing?" Clara asked, her throat tight again.

"Judging by the vortex manipulators jury-rigged to their fighters' hulls," the Doctor said with an oddly calm voice, "they're taking us to whenever and wherever the County of Red Wine is. And we're being towed right along, with no means of breaking free."

Clara watched the screen as the fighters' manipulators fired up. The conch shell felt heavy and rough in her hands.

"Be brave, little shell," she murmured.


	3. Chapter 3

**A Very Special Shell**

by Ulquiorra9000

 **Chapter 3**

Part of Clara's mind expected the Doctor to give his captors the slip with... well, whatever trick or illusion or sudden bargaining chips that he often had against his myriad foes. The other part realized that he was going to go quietly, and work from there. Who knew? This Count Xendair might not be such a terrible fellow.

 _Or he might be,_ Clara couldn't help but think. And again, the conch shell said nothing. Was it too afraid? Or equally unsure what to do?

Clara felt the now-familiar primal hum and swirl of the time-space vortex around the TARDIS, and a minute later, the time machine shuddered as it was roughly set down on solid ground. Well, it was _probably_ solid ground. Maybe a space station, or something even weirder?

"D... Doctor?" Clara asked quietly.

On cue, the Doctor showed her the display on his monitor. "Earth-like planet. Breathable atmosphere," he said in clipped tones. "And look. The Count's men are about to knock."

Clara saw the uniformed men on the monitor approach the TARDIS' door, and one of them knocked with the butt of his flash light.

"We can't... give them the slip, can we?" Clara asked, finally voicing her thoughts from earlier.

The Doctor double-checked his console's readings and shook his head. "Those three space fighters are idling, not off. They're feeding a constant stream of power to the inertia dampener field around the TARDIS. We have no means of going anywhere until the Count wills it, I'm sure."

The pounding took on an impatient edge.

"Follow me." The Doctor smoothed his suit jacket, ran a hand through his graying hair, and strode to the TARDIS doors. Clara, holding the seashell to her chest, followed, her high-heeled boots sounding too loud in the quiet console room.

As soon as the doors swung inwards, the Count's three officers held Clara and the Doctor by rapier-point, their advanced pistols holstered.

"I see that you fellows learn fast," the Doctor said, holding his hands up to eye level.

"Hand over any electronic equipment and weapons you're carrying. Both of you," an officer said briskly. "Including whatever the hell had fried our stun phasers back on 21st century Earth."

Slowly, smoothly, the Doctor drew and handed over his sonic screwdriver. "That's it, lads," he said. "And certainly no weapons."

An officer pocketed the screwdriver. "And the girl?" he said, glancing at Clara.

With a reluctant sigh, Clara surrendered her smartphone. "Just a phone. I promise," she said, amazed at how calm she sounded. "21st century mobile. No tricks or anything... wibbly-wobbly like that."

An officer muttered "primitive" to himself and stashed the phone in his pocket. Then the three of them backed up and held out handcuffs. "A precaution," an officer said. "Only to be removed on the Count's or Countess' orders. Then we will escort you to them."

Clara went cold at the sight of cuffs, but what use was resisting? She took a look around: the assembled people, and the TARDIS, stood on a massive skyscraper's front lawn, along with a huge, white stone fountain and a series of roads. The grass was a dusty gold color, and the sky, a deep bronze. A blue giant star sank on the north horizon, and a few stars shone on the darkening opposite horizon.

Beyond all this stood a few other, smaller buildings, and a proper city down the highway. Was this a private company or something?

Clara got few other clues as she and the Doctor, now in cuffs, were walked up a pathway and through the skyscraper's front doors and into a high-tech, lushly decorated main lobby. They weren't alone; employees in slick silver suits over white shirts were everywhere, plus some thin, silver-plated automatons with wires visible between their joints. But not even the potted plants, small fountains, and ambient jazz music could set Clara at ease.

"We're goin' to the top," the youngest officer said as he pressed the call button on an elevator's control panel. "The Count and Countless like to look over everything they control."

 _I'll bet,_ Clara thought sourly. She was even allowed to keep holding the shell, but only because she was far away from any kind of help. She stepped into the elevator with the others and bit back a surprised yelp as the car shot up like a bullet.

On the short ride up, Clara went through a few mental images of overlords and kings came to mind, often fat men with jewelry or a scar or a huge throne. She could imagine a greedy, ringed hand snatching the conch shell from her hands, and she shuddered.

Just outside the door at the end of the hall, though, Clara heard rapid, 21st century-ish electronica music wafting out. What was going on in there?

A guard activated a voice-only intercom. "Count, we've brought the shell's new thieves to you. Shall we?"

 _New thieves?_ Clara looked at the Doctor in puzzlement, and he shared her expression.

The doors clicked open.

The music was louder in here, and Clara found herself escorted into not a throne room or an evil business tycoon's office, but a workout rec center. There was everything in here for trapeze artists, bodybuilding, and obstacle course running, plus a rectangular pool and a bar for smoothies.

There was just one other person here: a well-built man who was finishing swinging across the trapeze rings. Then he grabbed a knotted rope and climbed down thirty feet of rope until he landed at the top of a ramp, where he did a series of blackflips down to the wood-paneled floor.

"Finally. Good to have 'em here," the gymnast said. He grabbed a small white towel off a nearby rack and wiped his face.

"We swore to never fail you, Count Xendair," a guard said solemnly.

Clara gasped when the man lowered the towel. He appeared to be in his late 20s, with a brunet mop of skater hair and a perfet five o'clock shadow. His eyes were the only old part of him: time-weathered, deep, piercing. Otherwise, though, he was totally fit, wearing an athletic tank top, shorts, and sneakers.

"Greetings. I am Count Xendair of Monsa's Hope VI," the man said. He nodded at Clara's wrists. "The shell."

"You're young!" Clara blurted as a guard relieved her of the conch shell.

The Count threw back his head and laughed as he accepted the conch shell. "It's quite refreshing to hear someone say it so frankly," he admitted. He turned the shell over and over in his hands. "At last. My wife has gone utterly mad in its absence. After centuries with it, to be parted from it for a mere 24 hours..." He shook his head.

The Doctor sniffed. The Count looked over at him.

"Have you something to say?" the Count asked evenly.

"Oh, a few, yes," the Doctor said, lifting his chin. "Chief among them: Clara seems surprised at your youth. But that is only youth of the _body_ , isn't it?"

The count cracked a grin. "You're a sharp one, I dare say."

"I know a few things aboud old age hidden behind a mask," the Doctor went on sternly. "Why, I used to wear a bow tie and a blazer, and many ladies swooned at the sight of me. Despite my millenium or so of life."

Clara suppressed a smile. The Doctor's last incarnation had certainly... not been the face of an ancient alien master of time travel.

"Millenium? You don't say?" The Count took a step closer to the Doctor, sizing up the Time Lord with those ancient eyes of his. "Impossible. Inconceivable that you, too, have drank the Wine."

 _There's that Wine again,_ Clara thought. _I bet this wine of his does more than give you a nice buzz on a dinner date!_

"Oh, I'm generally dry, yes," the Doctor said. "But not you?"

Clara got the feeling that both men were testing each other, fencing to see who'd give up his secrets first.

The Count folded his arms over his well-muscled chest. "I know your game, Doctor. All right, I'll make the first move: I am 803 years old. My wife, just barely under that."

Clara felt a thrill. _That's Time Lord-level old! Okay, this wine is something else..._

The corners of the Doctor's lips twitched. "I'm the Doctor," he said freely. He looked around. "What a fine gym you have here."

"Doctor? Doctor who, or what?" the Count demanded. His eyes narrowed, his gaze like laser beams.

"Doctor of many things. Such as righting wrongs, and digging to find the truth," the Doctor said, matching the Count's molten glare. "You can sense it, can't you? That I'm more than I appear to be?"

The Count backed up a step. "I can think of a few races with such capabilities," he said slowly. Then he stiffened. "Time Lord?"

The guards muttered amonst themselves.

"Quite so." The Doctor nodded. "And you, Count, have disrupted a very lovely day at the beach that Clara and I were savoring. Why -"

"Clara. That's her name?" Count Xendair said, approaching Clara and towering over her. "Did you meet her on 21st century Earth?"

Clara swallowed. "I'm Clara Oswald, a schoolteacher at Coal Hill School, in England."

"So many questions," the Count breathed, glancing between his two cuffed captives. "How did you come by the conch shell? How did you evade my officers' ground team? What is the nature of your vessel?"

"I can tell you those things and more," the Doctor said in a steely voice, "but you have arrested two otherwise innocent people who only _happened by_ a stolen item. We had no ill intent, no role to play in any scheme against you. Perhaps we, too, deserve answers?"

Clara mentally winced. This had better work...

The Count put his hands on his hips. "My captives don't generally make demands of me, you see." At his signal, a guard drew his billy club and tapped its tip against his open palm a few times.

The Doctor didn't flinch. "Jail us if you like. But you can't let this go, can you? You want to know more. You can't resist for long. And I can be _very_ patient and tight-lipped in a cell if I feel slighted."

 _The same doesn't go for me!_ Clara wailed in her mind. But better to trust that the Doctor understood the chances he was taking.

That _usually_ worked.

The Count motioned for the guard to stand down. "You make fair points," he finally said. "Now, it's nearly time for my evening meal with my wife. And she needs... special care in her current state. In two hours, I shall have you brought before me once again, and in better circumstances. Such as being cuff-less."

"Thank you," the Doctor said. Clara echoed him.

The Count tapped the conch shell with a fingernail. "I shall not inflict another moment without the shell on my wife. I must be off." He nodded at the guards, then stalked off and exited through a side door that locked behind him.

Her head swirling with questions, Clara allowed the guards to escort her and the Doctor back to the elevator, presumably to a detention cell level. She glanced at the Doctor, and his return look clearly said _Trust me._

She did. But that didn't stop the questions.

*o*o*o*o*

"Bilbo, I wish you could see this."

Master thief Charlotte Garuda had scampered to the locked door of her makeshift holding cell (an unused office) and now peeked out the small window. She saw three of those officer bastards escorting an older man in a suit and an attractive lady in her late 20s, the both of them cuffed but apparently unafraid.

Charlotte's poor robot had been shut off and thrown into one of the other office-cells here in the 45th floor, and if only he could see all this, he could help her escape. Well, escape _more easily_. But being alone had never stopped her.

And now she had two more people in the same position as her! More allies!

"I'm watching you, old sir, lady," Charlotte muttered at the glass, fogging it up. "You're gonna help me get that seashell."


End file.
